Battle for Liverpool reaches High Court as rival bidder re-enters fray

Royal Bank of Scotland (RBS) will launch the High Court battle with Liverpool's American owners this morning, which the bank believes will release the club to a takeover by New England Sports Ventures (NESV).

It had been expected that Liverpool's executive chairman Martin Broughton would head into court to seek a declaratory hearing on the legality of the board's decision, last Tuesday, to accept the £300m bid for the club tabled by NESV, owners of the Boston Red Sox. But it was the RBS name which appeared on the court schedule yesterday and it is the bank which will first attempt to demonstrate that Hicks and Gillett have been in breach of contract by removing members of the Liverpool board to block the sale. There is some hope in the Broughton camp that if Mr Justice Floyd rules in favour of RBS, in Court 18 at the Royal Courts of Justice, then Broughton will not need to bring a similar case for Liverpool. But two parallel cases may be waged by bank and club this week in a final, all-out effort to force the Americans out.

The picture was further complicated last night when it was revealed that the rival Asian bid which NESV narrowly edged out last week came from Singapore's eighth wealthiest man, billionaire Peter Lim, who is ready to improve his offer. Lim launched an eleventh-hour blizzard of publicity in a bid to get his own bid back under consideration, claiming he had been so confident of taking over at Anfield that he had discussed with Broughton how he might make a triumphal announcement. He had then learnt by text that his bid had failed, only hours before NESV was announced the winner.

In what appears to be an attempt to capitalise on the legal uncertainties, Lim suggested he was ready to provide only cash and no borrowings to buy Liverpool – though NESV's own bid will see the transfer of £240m from their own balance sheet and leave only Liverpool's existing credit facility as borrowings. Lim, who has limited expertise in running sports franchises, does not seem to have a materially better bid. His emergence is of no consequence if RBS win today's case, since Broughton considers the NESV deal completed if its legality can be proved.

That hinges on the Americans' undertakings, which Broughton has said have been written into Liverpool's articles of association, to cede to him the power to make boardroom changes and not to impede the sale of the club. But while article 81c of Liverpool FC's articles has been amended to allow only Broughton to change directors, article 7a of Kop Holdings – the holding company which approved the NESV deal – suggests Hicks and Gillett have the power to do so. That could mean the Americans' attempt to suspend managing director Christian Purslow and commercial director Ian Ayre, and imposing two new American directors to block the sale, might be valid.

This apparent contradiction may cause Broughton problems in court if he launches a case separate to RBS's, though when pressed on the undertakings issue by The Independent last week, Broughton said that Hicks and Gillett had "signed them and made them to RBS as a condition of the lending extension" which gave them a six-month extension on the terms of their £237m loan facility.

RBS yesterday revealed that they secured an interim injunction on Friday, preventing Hicks and Gillett from also removing Broughton from his position. Today's proceedings are a continuation of that process – but relate to the "breach of contract" the bank alleges the Americans made by ousting board members.

In Mr Justice Floyd, a patent and trademark specialist, they encounter a stickler for detail who will not tolerate hours of legal obfuscation in this case. Today's hearing, in which the Americans are expected to be represented by the Peters & Peter firm, may not elicit a firm result. But success for RBS, who are represented by Freshfields solicitors, would prevent the bank calling in its loans when they fall due on Friday.

RBS is by no means set on that course of action, which could see the club being docked nine points, even if its case fails. Bloomberg revealed yesterday that the Americans are technically already in default of monies owed to RBS and the Wells Fargo bank, which means RBS could have foreclosed already if they were inclined to do so.

Lim believes the uncertainty keeps his own hopes of a buy-out alive. But while NESV's experience in running a major sports franchise was a significant reason for Broughton accepting them, Lim's own sporting track record seems confined to running a series of Manchester United-themed bars across Asia and a major donation to the Singapore Olympic Foundation to help develop young athletes. The 57-year-old retired from stockbroking during a high-profile and expensive divorce over a decade ago.

The case explained

* Who faces whom in Court 18 of the Courts of Justice today? Royal Bank of Scotland, which loaned Tom Hicks and George Gillett £200m, and is represented by Freshfields solicitors, will face down the two Americans, seeking to prove that they were granted a time extension on the loan on condition they didn't sack any board members to halt a sale.

* Could the case be wrapped up today? Unlikely. RBS has already secured an injunction preventing the Americans removing executive chairman Broughton, but it may take several more hearings before the NESV sale is proved legal.

* What is the RBS case? That it has written proof that Hicks and Gillett ceded the right to sack Liverpool directors to prevent a sale, as happened last week.

* And the Americans? They'll say they sacked directors to fulfil their right to get the best price possible for the club.

* Is Peter Lim's emergence significant?

Only if RBS – and Liverpool, who are expected to bring similar proceedings against the Americans – loses its case. If that happens, it might be a free-for-all and Lim might re-enter the bidding.

* Will NESV be in court?

It will have representatives. The prospect of administration and a Premier League points deduction has unsettled the firm.